Isle of Man Company Restoration
Isle of Man Companies are normally dissolved for failing to file their Annual Returns, in such cases the Registry uses its powers to dissolve the Company under Section 2738 of the Companies Act.
Under section 274 of the Isle of Man Companies Act 1931 and section 193 of the Companies Act 2006, assets and property of a dissolved company vests Bona Vacantia in the Treasury in trust for the Crown.
Please also consider if the following is applicable:
- Form 9N – changes to the officers of the company
- Income tax filings – Tax office to advise
- Up to date financial statements
- Form 4 – change the registered office of the company
The Company must have been struck off or dissolved less than 12 years ago.
The applicant, being a director or shareholder, must send a notice to each director, secretary and shareholder of the company and publish such notice in a newspaper circulating in the Isle of Man stating that the applicant proposes to apply to the Department of Economic Development to restore the company and that, unless written objection is made to the Department within one month of the date the notice was posted or published, the Department may make a direction to restore the company.
The applicant must obtain from the Attorney General, the Assessor of Income Tax and the Collector of Customs & Excise written confirmation stating that they have no objection to the restoration of the company to the register.
The Assessor of Income Tax and the Collector of Customs & Excise will require all matters outstanding to be settled before issuing such confirmation.
The applicant must complete, sign and lodge the form at the Registry together with the prescribed fee, copies of the letters and notice in and the original Government consents.
Once the application has been received, the Registry will publish a notice on its website stating an application has been lodged.
Assuming no objections are received within the 30 day notice period. the Department may issue a direction that the Company may be restored.
Where the outstanding returns, fees and penalties have not yet been submitted, the applicant will be required to bring outstanding annual returns and other corporate filings up to date. These will be required to be submitted to the Registry with the certified copy of the Direction to Restore.
Upon receipt of certified copy of the Direction to Restore and, if required, the outstanding corporate filings; the Companies Registry will restore the Company and the Company will be deemed to have continued in existence as though it had not been struck off or dissolved.
Isle of Man Companies Registry
Once the application has been accepted, the Companies Registry will publish on its website a notice to the effect that an application for restoration has been received.
Applicants are advised that, should any objection be received, no Direction for Restoration will be made until either the objection is withdrawn, or the Department decides that the objection is without justification.
Once 30 days have passed since the notice was last published, and if no objection has been received, the Department may direct that the name of the company be restored to the register.
Isle of Man Company Restoration Fees
Company Restoration Process
In order for a struck off company to be restored by the IOM Registry the following fees must be paid:
- Pay all of the annual government fees it would have paid as if it had remained active
- Pay the government restoration fee to the IOM Registry
- Payment of all unpaid Registered Agent fees
When all the fees and penalties are paid, the Registrar shall restore the name of the company to the register and upon the restoration the company shall be deemed never to have been struck off.
Indication of Filing Fees and Penalties
The process to restore will take 10 to 12 weeks, as two sets of 30 day notices are required to be published in an Isle of Man newspaper.
All outstanding statutory filings will need to be brought up to date including the payment of any unpaid filing fees.
Company Search £120
The restoration fee with the registry is £1185
Fiscal’s fee with respect to the
preparation of documents and filing the application to restore the company £1500
Newspaper advertising 2 x £300
Provision of new Registered Office inclusive of registered agent £1500 – £2000
Set-up of company, review of all client due diligence documents £200
Our fee £600
typical filing fees and fines:
Filing of the 2016 Annual Return £120
Government filing fee £380
Government late filing fine £250
Filing of the 2015 Annual Return £120
Government filing fee £380
Government late filing fine £250
Have any Tax Returns been completed for the Company? It would be usual for the Assessor’s Office to require confirmation that the company’s tax returns are brought up to date. Which will mean the preparation of Financial Accounts and Tax Returns for the year ended 31 December 2016 and 31 December 2015.
There will also be late filing fines with respect to the tax returns.
Legal Costs & Expenses on Company Restoration
- obtain a company search
- obtaining and perusing relevant filings and various related documents
- drafting and completing the documents necessary for the application
- drafting the restoration order
- serving documents and communicating with on the Registrar of Companies
- advertisement if required
- filing the application with the Court if necessary
- attending court hearing
Disbursements or Expenses:
- outstanding filing fees on annual returns
- penalty for late filings and other penalties
- court filing fees
- filing fees to the Companies Registry on the restoration application
Company Directors and Shareholders
When an IOM company is restored, the previous Directors, Company Secretary, Shareholders and Registered Office are automatically assumed to have continued.
Transferring Registered Agent
A IOM company can only be restored by the registered agent on record or the agent must be changed to a new agent undertaking the company restoration, which we can organise.